AGREEMENT WITH REGIONAL GOVERNMENT SERVICES FOR TEMPORARY

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STAFF REPORT

MEETING

DATE: January 12, 2016

TO: City Council

FROM: Cathy Capriola, Interim City Manager

Dan Weakley, Human Resources Manager

SUBJECT: AGREEMENT WITH REGIONAL GOVERNMENT SERVICES FOR

TEMPORARY MANAGEMENT SERVICES

REQUEST

Consider approving an agreement with Regional Government Services (RGS) to retain RGS

employee Michael Fuson, to perform services related to the temporary management of the City’s

Administrative Services Department and various special programs and projects.

RECOMMENDATION

Approve agreement.

DISCUSSION

The City Council has entered into an agreement with Cathy Capriola, the Assistant City Manager,

to perform the duties of the Interim City Manager while it undertakes the process to recruit and

retain a permanent City Manager. This is a full time assignment that will preclude her from

performing her normal duties as Assistant City Manager. Among other responsibilities, the

Assistant City Manager position oversees the City’s Administrative Services Department (ASD),

including Finance, Human Resources, Risk Management and Information Technology, and a

variety of special projects and programs, such as administration of the Marin Valley Mobile

Country Club (MVMCC) property and coordination with the Downtown Novato Business

Association.

During the period Ms. Capriola will be serving as Interim City Manager it will be important to

provide for the continued leadership of the ASD and to provide for the management of the special

projects and programs for which she has responsibility. Having skilled and experienced leadership

is particularly important at this time since the City is entering into the FY 16/17 budget cycle, labor

negotiations are about to commence, and there are a number of important technology initiatives

underway. Some of the Assistant City Manager duties have been delegated to other current

management staff for continuity of services and growth opportunities for those staff. However, it

is still necessary for an executive manager to provide strategic leadership and oversight of portions

of the Administrative Services operation with a focus on finance and human resources.

922 Machin Avenue Novato, CA 94945

415/ 899-8900 FAX 415/ 899-8213

www.novato.org

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Given the circumstances, it is recommended that the City enter into an agreement with Regional

Government Services (RGS), which will assign Michael Fuson to temporarily perform services

related to the executive management of the ASD and to oversee critical special programs and

projects that are part of the Assistant City Manager’s portfolio. RGS is a government agency that

provides consulting, administrative and staffing services to local governments. Mr. Fuson is being

recommended for this assignment because of the depth and breadth of his experience, with over

40 years of local government credentials, including 22 as a city manager. Mr. Fuson is intimately

familiar with Marin and the North Bay area, having served previously as the City Manager of the

cities of Sausalito, Pismo Beach and Sonoma and as Assistant City Manager in Novato earlier in

his career. Mr. Fuson has labor negotiations, budget and finance experience from various agencies.

The scope of services will include:

Ensuring the continuity of services provided by the Administrative Services Department,

including executive management of the Finance and Human Resources.

Working with staff on special projects and programs as assigned consistent with the role

of the Assistant City Manager.

Mr. Fuson will be available to provide services the equivalent of three days per week. Other City

staff will assist with various duties that would otherwise be performed by the Assistant City

Manager.

Throughout the term of the agreement, Mr. Fuson will remain an employee of Regional

Government Services with all benefits, indemnity and related insurances provided by RGS. The

term runs through June 30, 2016 with the ability to extend it on a month-to-month basis. The

proposed work schedule is approximately 30 hours per week including attendance at evening City

Council meetings. The agreement provides for the Interim City Manager/City Manager to extend

it initially for up to three months, with additional extensions requiring City Council.

FISCAL IMPACT

Regional Government Services will be paid at the rate of $130.00 an hour for this assignment.

Based on a work schedule equivalent to three days per week, the estimated cost of the contract

through June 30, 2016 is $94,000 (30 hours per week x 24 weeks x $130/hour). Should the

agreement be extended on a month-to-month basis, the monthly cost would be approximately

$12,500. Funds are available from salary savings that will result from the Assistant City Manager

vacancy while Ms. Capriola is serving as Interim City Manager.

ALTERNATIVES

1. Do not approve the Regional Government Services agreement for interim Assistant City

Manager services.

2. Approve the Regional Government Services agreement with modifications.

3. Approve the Regional Government Services agreement attached hereto.

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ATTACHMENTS

1. Agreement with Regional Government Services for temporary staffing services

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RGS provides quality, innovative, cost-effective services exclusively to public agencies. Main 650.587.7300 Fax 650.587.7311 P.O. Box 1350 Carmel Valley, CA 93924

www.rgs.ca.gov

Preamble: The agreement for services described below is also an agreement to engage in a relationship between organizations – agency partners. In order to establish a mutually respectful relationship as well as a productive one, RGS has adopted the following values and business methods. Our Values • Expert Services: RGS serves exclusively public sector agencies with its team of public-sector

experts. • Innovation: RGS encourages and develops innovative and sustainable services to help each

agency meet its challenges through new modes of service provision. • Customer Driven: RGS customizes solutions to achieve the right level and right kind of

service at the right time for each agency’s unique organizational needs. • Perseverance: Sometimes the best solutions are not immediately apparent. RGS listens,

works with you, and sticks with it until a good fit with your needs is found. • Open Source Sharing: RGS tracks emerging best practices and shares them, learning openly

from each other’s hard won experience. • Commitment: Government agencies are the public’s only choice for many services. Public

trust is earned and must be used wisely. And RGS will do its part. Each agency should and will know how RGS sets its rates. RGS’ pledge to you is that we will act with honesty, openness, and full transparency.

How RGS Does Business When you work with RGS you can expect: • RGS will strive to be explicit up front and put our understandings in writing. Before making

assumptions, we hope to talk directly to prevent any misunderstandings. • Ongoing interaction throughout our relationship to ensure that your needs are being met,

and that projects progress appropriately and agreed-upon timelines are met. • RGS is committed to honest interaction. • When RGS employees are on your site, we expect them to treat people respectfully and be

treated respectfully. If problems arise, we want to communicate early, accurately, and thoroughly to ensure that we find mutually acceptable solutions.

• As a public agency, partnering is valued. We look out for each agency’s interests consistent with maintaining the public trust.

• To keep expectations realistic, it is important to understand that RGS is a governmental, joint powers authority evolving to meet changing local government needs. RGS has carefully constructed policies and procedures to allow maximum flexibility to meet your needs.

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Agreement For Management and Administrative Services Page 2 of 13 Between the City of Novato and Regional Government Services Authority January 13, 2016

Agreement for Management and Administrative Services This Agreement for Management Services (“Agreement”) is made and entered into as of the 13th day of January 2016, by and between the City of Novato, a municipal agency (“Agency”), and Regional Government Services Authority (RGS), a joint powers authority, (each individually a “Party” and, collectively, the “Parties”). RECITALS THIS AGREEMENT is entered into with reference to the following facts and circumstances: A. That Agency desires to engage RGS to render certain services to it; B. That RGS is a management and administrative services provider and is qualified to provide such

services to the Agency; and C. That the Agency has elected to engage the services of RGS upon the terms and conditions as

hereinafter set forth.

TERMS AND CONDITIONS Section 1. Services. The services to be performed by RGS under this Agreement shall include those

services set forth in the attached Exhibits, which are incorporated herein by this reference and made a part hereof as though it were fully set forth herein. Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in the Exhibits. 1.1 Standard of Performance. RGS shall perform all services required pursuant

to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which RGS is engaged in the geographical area in which RGS practices its profession. RGS shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in RGS’s profession.

1.2 Assignment of Personnel. In the event that Agency, at any time during the

term of this Agreement, desires the reassignment of personnel, Agency shall make a request to RGS and RGS shall meet and confer in good faith to consider reassigning such person or persons. RGS shall assign only competent personnel to perform services pursuant to this Agreement.

1.3 Time. RGS shall devote such time to the performance of services pursuant to this

Agreement as may be reasonably necessary to meet the standard of performance provided above and to satisfy RGS’s obligations hereunder and as set forth in the Exhibits.

Section 2. Term of Agreement and Termination. Services shall commence on or about the date specified in the Exhibits and shall continue until the date anticipated in the Exhibits to terminate, at which time services may continue on a month-to-month basis for a total of three months, after which time services may continue as approved by City Council and agreed to by RGS. This Agreement may be terminated by either Party, with or without

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cause, upon 14 days written notice. Agency has the sole discretion to determine if the services performed by RGS are satisfactory to the Agency which determination shall be made in good faith. If the Agency determines that the services performed by RGS are not satisfactory, the Agency may terminate this Agreement by giving written notice to RGS. Upon receipt of notice of termination by either Party, RGS shall cease performing duties on behalf of Agency on the termination date specified and the compensation payable to RGS shall include only the period for which services have been performed by RGS.

Section 3. Compensation. Payment under this Agreement shall be as provided in the Exhibits.

Section 4. Effective Date. This Agreement shall become effective on the date first herein above written.

Section 5. Relationship of Parties. 5.1 It is understood that the relationship of RGS to the Agency is that of an

independent contractor and all persons working for or under the direction of RGS are its agents or employees and not agents or employees of Agency. The Agency and RGS shall, at all times, treat all persons working for or under the direction of RGS as agents and employees of RGS, and not as agents or employees of the Agency. Agency shall have the right to control RGS only insofar as the results of RGS’s services rendered pursuant to this Agreement and assignment of personnel pursuant to Section 1.

5.2 RGS shall provide services under this Agreement through one or more employees of RGS qualified to perform services contracted for by Agency. Key RGS staff who will coordinate services to the Agency are indicated in the Exhibits. The Executive Director will not reassign any of the staff indicated in the Exhibits without first consulting with the Agency. The Executive Director or assigned staff will consult with Agency on an as-needed basis to assure that the services to be performed are being provided in a professional manner and meet the objectives of Agency.

5.3 Agency shall not have the ability to direct how services are to be performed, specify the location where services are to be performed, or establish set hours or days for performance of services, except as set forth in the Exhibits.

5.4 Agency shall not have any right to discharge any employee of RGS from employment; provided, however, that the services of the RGS employee to the Agency shall cease upon the end date of the agreement (including the term of any extensions agreed to by the parties) or upon termination of the agreement in accordance with Section 2.

5.5 RGS shall, at its sole expense, supply for its employees providing services to Agency pursuant to this Agreement any and all benefits, such as worker’s compensation, disability insurance, vacation pay, sick pay, or retirement benefits; obtain and maintain all licenses and permits usual or necessary for performing the services; pay any and all taxes incurred as a result of the employee(s) compensation, including employment or other taxes; and provide Agency with proof of payment of taxes on demand.

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Section 6. Insurance Requirements. Before beginning any work under this Agreement, RGS, at

its own cost and expense, shall procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by RGS and its agents, representatives, employees, and subcontractors. 6.1 Workers’ Compensation. RGS shall, at its sole cost and expense, maintain

statutory Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident.

6.2 Commercial General and Automobile Liability Insurance.

6.2.1 General requirements. RGS, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. RGS shall additionally maintain commercial general liability in an amount not less than ONE MILLION DOLLARS ($1,000,000) aggregated for bodily injury, personal injury, and property damage. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.

6.2.2 Minimum scope of coverage. Coverage shall be at least as broad as the

latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (B) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 001, code 1 (any auto).

6.2.3 Additional requirements. Each of the following shall be included in the

insurance coverage or added as an endorsement to the policy: a. Agency and its officers, employees, agents, and volunteers shall be

covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of RGS including the insured’s general supervision of RGS; products and completed operations; premises owned, occupied, or used by RGS; and automobiles owned, leased, or used by RGS. The coverage shall contain no special limitations on the scope of protection afforded to Agency or its officers, employees, agents, or volunteers.

b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

c. An endorsement must state that coverage is primary insurance with respect to the Agency and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the Agency shall be called upon to contribute to a loss under the coverage.

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6.3 Professional Liability Insurance. RGS, at its own cost and expense, shall

maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. 6.3.1 Claims Made Policies. The following provisions shall apply if the

professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before

the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be

provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.

c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, RGS must provide extended reporting coverage for a minimum of 5 years after completion of the Agreement or the work. The Agency shall have the right to exercise, at RGS’s sole cost and expense, any extended reporting provisions of the policy, if RGS cancels or does not renew the coverage.

d. A copy of the claim reporting requirements must be submitted to the Agency prior to the commencement of any work under this Agreement.

6.4 All Policies Requirements.

6.4.1 Acceptability of insurers. All insurance required by this section is to be

placed with insurers with a Bests' rating of no less than A: VII.

6.4.2 Verification of coverage. Prior to beginning any work under this Agreement, RGS shall furnish Agency with notifications of coverage and with original endorsements effecting coverage required herein. The notifications and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.

6.4.3 Subcontractors. RGS shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6.4.4 Variation. The Agency may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the Agency’s interests are otherwise fully protected.

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6.4.5 Deductibles and Self-Insured Retentions. RGS shall disclose to Agency self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

6.4.6 Insurance Policies. The insurance policies shall be maintained throughout the term of this Agreement and proof of insurance shall be available for inspection by Agency upon request.

6.4.7 Notice of Cancellation or Reduction in Coverage. In the event that

any coverage required by this section is reduced, limited, or materially affected in any other manner, RGS shall provide written notice to Agency at RGS’s earliest possible opportunity and in no case later than five days after RGS is notified of the change in coverage.

6.5 Remedies. In addition to any other remedies Agency may have if RGS fails to

provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Agency may, at its sole option exercise any of the following remedies, which are alternatives to other remedies Agency may have and are not the exclusive remedy for RGS’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums

for such insurance from any sums due under the Agreement; b. Order RGS to stop work under this Agreement or withhold any payment

that becomes due thereunder, or both stop work and withhold any payment, until RGS demonstrates compliance with the requirements hereof; and/or

c. Terminate this Agreement.

Section 7. Legal Requirements. 7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. RGS and any subcontractors shall comply

with all laws applicable to the performance of the work hereunder. 7.3 Reporting Requirements. If there is a statutory or other legal requirement for

RGS to report information to another government entity, RGS shall be responsible for complying with such requirements.

7.4 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, RGS and any subcontractors shall comply with all applicable rules and regulations to which Agency is bound by the terms of such fiscal assistance program.

7.5 Licenses and Permits. RGS represents and warrants to Agency that RGS and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions and that RGS is authorized by law to provide the services contemplated by this Agreement. RGS represents and warrants to Agency that RGS and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any

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licenses, permits, and approvals that are legally required to practice their respective professions.

7.6 Nondiscrimination and Equal Opportunity. RGS shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided under this Agreement. RGS shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement.

Section 8. Keeping and Status of Records. 8.1 Records Created as Part of RGS’s Performance. All reports, data, maps,

models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that RGS prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Agency. RGS hereby agrees to deliver those documents to the Agency upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Agency and are not necessarily suitable for any future or other use.

8.2 Confidential Information. RGS shall hold any confidential information received from Agency in the course of performing this Agreement in trust and confidence and will not reveal such confidential information to any person or entity, either during the term of the Agreement or at any time thereafter. Upon expiration of this Agreement, or termination as provided herein, RGS shall return materials which contain any confidential information to Agency. For purposes of this paragraph, confidential information is defined as all information disclosed to RGS which relates to Agency past, present, and future activities, as well as activities under this Agreement, which information is not otherwise of public record under California law. Agency shall notify RGS what information and documents are confidential and thus subject to this section 8.2.

8.3 RGS’s Books and Records. RGS shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Agency under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment under this Agreement.

8.4 Inspection and Audit of Records. Any records or documents that Section 8.3 of this Agreement requires RGS to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Agency. Under California Government Code Section 8546.7,

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if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Agency or as part of any audit of the Agency, for a period of three years after final payment under the Agreement.

Section 9. Non-assignment. This Agreement is not assignable either in whole or in part without the written consent of the other party.

Section 10. Amendments. This Agreement may be amended or modified only by written

Agreement signed by both Parties. Section 11. Validity. The invalidity, in whole or in part, of any provisions of this Agreement shall

not void or affect the validity of any other provisions of this Agreement. Section 12. Governing Law/Attorneys’ Fees. This Agreement shall be governed by the laws of

the State of California and any suit or action initiated by either party shall be brought in Marin County, California. In the event of litigation between the Parties hereto to enforce any provision of the Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees and costs of litigation.

Section 13. Mediation. Should any dispute arise out of this Agreement, the Parties shall meet in

mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the Parties. If a mediated settlement is reached, neither Party shall be deemed the prevailing party for purposes of the settlement and each Party shall bear its own legal costs.

Section 14. Employment Offers to Our Staff. Should the AGENCY desire to offer permanent or

temporary employment to an RGS employee who is either currently providing RGS services to the AGENCY or has provided RGS services to the AGENCY within the previous six months, said AGENCY will be charged a fee equal to the full-time cost of the RGS employee for one month, using the most recent RGS bill rate for the RGS employee’s services to the Agency. This fee is to recover RGS’ expenses in recruiting the former and replacement RGS staff.

Section 15. Entire Agreement. This Agreement, including the Exhibits, comprises the entire Agreement.

Section 16. Indemnity.

16.1 RGS’s indemnity obligations. Neither party will assume undue risk for the

other party. RGS will defend and indemnify Agency, and hold it harmless, from any claim, demand or liability that is related to, or results from the manner in which RGS has performed this Agreement. Thus, RGS’s indemnity obligations will arise when any claim or demand is made against Agency which premises Agency’s liability, in whole or in part, upon any of the following: a. the quality or character of the work of RGS’s employees or subcontractors; b. the negligent acts or omissions of RGS or its officers, directors, employees,

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or agents; or c. the willful misconduct of RGS or its officers, directors, employees, or agents. Further, RGS will defend and indemnify Agency, and hold it harmless, from any claim, demand or liability that is related to, or results from an assertion that as a result of providing services to Agency, an RGS employee or a person performing work pursuant to this Agreement is entitled to benefits from, or is covered by, the Social Security retirement system or the California Public Employee Retirement Systems. Notwithstanding the foregoing, however, RGS’s obligation for any payments to such a claimant shall be limited to those payments which Agency may be required to pay.

16.2 Agency’s indemnity obligations. Agency shall indemnify, defend and hold harmless RGS and its officers, directors, employees and agents from any and all claims and lawsuits where such persons are named in the lawsuit solely by virtue of the position they hold with Agency, or solely because of a duty any of them performs while in that position. It is the intent of the parties here to define indemnity obligations that are related to or arise out of Agency’s actions as a governmental entity. Thus, Agency shall be required to indemnify and defend only under circumstances where a cause of action is stated against RGS, its employees or agents: a. which is unrelated to the skill they have used in the performance of the

duties delegated to them under this Agreement; b. when the allegations in such cause of action do not suggest the active fraud

or other misconduct of RGS, its employees, or agents; or c. where an Agency employee, if he had been acting in a like capacity,

otherwise would be acting within the scope of that employment. Whenever Agency owes a duty hereunder to indemnify RGS, its employees or agents, Agency further agrees to pay RGS a reasonable fee for all time spent by any RGS employee, or spent by any person who has performed work pursuant to this Agreement, for the purpose of preparing for or testifying in any suit, action, or legal proceeding in connection with the services the assigned employee has provided under this Agreement.

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Section 17. Notices. All notices required by this Agreement shall be given to Agency and RGS in writing, by first class mail, postage prepaid, addressed as follows:

Agency: City of Novato 922 Machin Avenue Novato, CA 94945 RGS: Regional Government Services Authority P. O. Box 1350 Carmel Valley, CA 93924

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first written by their respective officers duly authorized on their behalf. DATED: __________, 2015 Agency

By: __________________________________

Cathy Capriola, Interim City Manager APPROVED AS TO FORM: DATED: __________, 2015 By: _____ Veronica Nebb, Deputy City Attorney DATED: __________, 2015 Regional Government Services Authority By: Richard H. Averett, Executive Director APPROVED AS TO FORM: DATED: __________, 2015 By: Sky Woodruff, Authority Counsel

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Exhibit A Compensation. 1. Fees. The Agency agrees to pay to RGS the full cost of compensation and support, as shown in

Exhibit A, for the RGS employee(s) providing the services herein described. Compensation is shown on an hourly basis. RGS and Agency acknowledge and agree that compensation paid by Agency to RGS under this Agreement is based upon RGS’s costs of providing the services required hereunder, including salaries and benefits of employees. The parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities for which RGS may be obligated for its employees or may otherwise be contractually obligated. Consequently, the parties agree that adjustments to the hourly rate shown below for “RGS Staff” will be made for changes to the salary and/or benefits costs provided by RGS to such employee. On July 1 of each year, RGS’ hourly bill rates will be adjusted by the percentage change in the Employment Cost Index (total compensation - not seasonally adjusted) for state and local government workers (“ECI”) from March of the prior year to March of the current year. Irrespective of the movement of the ECI, RGS will not adjust its hourly rates downward; nor will RGS adjust its hourly rates upward in excess of a two and one-half percentage (2.5%) change excepting instances where there was no increase in the prior year’s hourly rates. In that event, RGS will adjust its hourly rates by the full percentage change in the ECI from March of the prior year to March of the current year.

2. Reimbursement of RGS’s Administrative Cost. The Agency shall reimburse RGS for

overhead as part of the hourly rate specified below, and direct external costs. Support overhead costs are those expenses necessary to administering this Agreement, and are included in the hourly rate. Direct external costs, including such expenses as travel or other costs incurred for the exclusive benefit of the Agency, will be invoiced to the Agency when received and without mark-up. These external costs will be due upon receipt.

3. Terms of Payment. RGS shall submit invoices monthly for the prior month’s services.

Invoices shall be sent approximately 10 days after the end of the month for which services were performed and are due and shall be delinquent if not paid within 30 days of receipt. Delinquent payments will be subject to a late payment carrying charge computed at a periodic rate of one-half of one percent per month, which is an annual percentage rate of six percent, which will be applied to any unpaid balance owed commencing 7 days after the payment due date. Additionally, in the event the Agency fails to pay any undisputed amounts due to RGS within 15 days after payment due date, then the Agency agrees that RGS shall have the right to consider said default a total breach of this Agreement and the duties of RGS under this Agreement may be terminated by RGS upon 5 working days advance written notice. Payment Address. All payments due RGS shall be paid to: Regional Government Services Authority PO Box 1350 Carmel Valley, CA 93924

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AGENCY CONTACTS Agency Billing Contact. Invoices are sent electronically only. Please provide the contact person to whom invoices should be sent:

NAME EMAIL Vickie Gerber, Executive Assistant [email protected]

Agency Insurance Contact. Please provide the contact person to whom the certificate of coverage should be sent:

NAME ADDRESS/EMAIL Vickie Gerber, Executive Assistant [email protected]

RGS STAFF

RGS STAFF POSITION HOURLY RATE*

Executive Management Consultant $130.00 *The Hourly Rate does not include direct external costs which will be invoiced to the Agency with no markup.

TERM

OPERATIVE DATES AND EXTENSION APPROVALS Anticipated Start Date January 13, 2016

End Date June 30, 2016

Initial Extension Up to three months by Interim City Manager/City Manager, with RGS concurrence

Additional Extensions Additional periods of time, as approved by City Council and agreed to by RGS.

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mailto:[email protected]

mailto:[email protected]


Exhibit B Scope of Services. RGS shall assign an RGS employee or employees to perform the functions as described below: • Perform services related to the executive management of the City’s Administrative Services

Department and special programs and projects. • Other Duties - As are consistent with the services described herein. • Perform related work as required. • Meet regularly and as often as necessary for the purpose of consulting about the scope of work

performed. • Be reasonably available to perform the services during the normal work week, as agreed upon. • Such employee may perform services at the Agency offices available in Novato or at other locations. 2588058.1

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Documents

AGREEMENT WITH REGIONAL GOVERNMENT SERVICES FOR TEMPORARY